21-0518_GUADAGNO & DONS AKA G&S SHOWS_Agenda Report_E12City of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Charlie View, Assistant City Manager
PREPARED BY: Heidi Ivanoff, Community Services Manager
DATE: May 18, 2021
SUBJECT: Professional Services Agreement with Guadagno & Sons
Amusements for Carnival Services in Conjunction with the City’s
Annual Fourth of July Celebration
RECOMMENDATION:
Approve and authorize the City Manager to execute a multi-year Professional Services
Agreement with Guadagno & Sons Amusements to provide carnival services at the San
Juan Capistrano Sports Park in conjunction with the City’s annual Fourth of July
Celebration.
EXECUTIVE SUMMARY:
Beginning in 2016, the City has worked with Guadagno & Sons Amusements (G&S
Shows) to offer a multi-day carnival at the San Juan Capistrano Sports Park in conjunction
with the Fourth of July Celebration. The 2019 event was a three-day carnival that featured
full-scale, mechanical rides and a carnival midway at no cost to the City. The three-day
carnival was a popular attraction for residents and generated revenue for the City. The
Community Services Department received no objections or complaints from neighbors
surrounding the Sports Park. The proposed multi-year Professional Services Agreement
identifies both three and four operational day options, subject to the day of the week the
Fourth of July holiday occurs on (Attachment 1).
Staff recommends the City Council authorize the City Manager to execute an agreement
with G&S Shows to manage and operate carnival services with mechanical rides, carnival
games, and other attractions, through 2023.
5/18/2021
E12
Agenda Report
May 18, 2021
Page 2 of 3
DISCUSSION/ANALYSIS:
G&S Shows is a Southern California based company that has offered carnival events
since 1965. G&S is a full-service company that provides large and small-scale mechanical
rides and inflatable attractions, equipment, and personnel throughout the United States.
Staff contacted three additional carnival service providers: California Carnival Company,
Brass Ring Amusements Inc., and Candyland Amusements. Each company was either
unable to provide a comparable carnival to the 2019 event or was booked for the
requested dates.
Municipal Code Section 3-4.306 provides the Request for Proposals process to be
bypassed when very few or only one known service provider is available, when
extenuating circumstances would make the formal RFP process not the most cost
effective approach or based on available information that the RFP process would result
in very few if not only one proposal. Based on staff’s experience with G&S Shows since
2016 and the lack of qualified competitors, staff is recommending that the City Council
approve a three-year agreement with G&S Shows, beginning with the 2021 carnival.
Under the proposed agreement, G&S Shows will provide the following Scope of Services
(Attachment 2):
• Follow all Federal, State and Local COVID Guidelines and Protocols
• Provide marketing posters
• Provide and staff all rides
• Provide and staff ticket windows
• Provide ATM and credit card processing services
• Provide photo identification and status with the DOJ for all carnival staff
• Provide on-site security
• Maintain and clean carnival grounds daily/nightly
FISCAL IMPACT:
Under the proposed agreement, G&S Shows agrees to pay the City 20% of the total cash
and credit card revenue collected from ride sales, up to the first $30,000 of gross sales;
and, 25% of the ride gross sales thereafter. In addition, the contractor shall pay the City
a flat amount of $1,200 from the Concession Trailer’s revenue. Financial settlement to
the City will be made at the conclusion of the event each year.
The Fourth of July carnival is estimated to generate approximately $20,000 in revenue
for the City each year based on the 2019 event. Annual revenue will be used to partially
offset the cost of the fireworks production. In 2019, the City received $20,135 based on
the formula in the agreement.
Agenda Report
May 18, 2021
Page 3 of 3
ENVIRONMENTAL IMPACT:
In accordance with the California Environmental Quality Act (CEQA) the recommended
action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, the activity is not
subject to CEQA. Approval of an agreement selecting a carnival operator would not be
an activity with potential to cause significant effect on the environment and therefore
exempt from CEQA.
PRIOR CITY COUNCIL REVIEW:
• On May 7, 2019, the City Council approved the agreement with G&S Shows to
provide a four-day carnival at the San Juan Capistrano Sports Park.
• On May 20, 2018, the City Council approved the agreement with G&S shows to
provide a four-day carnival at the San Juan Capistrano Sports Park.
• On April 18, 2017, the City Council approved the agreement with G&S Shows to
provide a four-day carnival at the San Juan Capistrano Sports Park.
PRIOR COMMISSION REVIEW:
Not applicable.
NOTIFICATION:
Anthony Guadagno, owner of Guadagno & Sons Amusements
Residents and owners within a 1,000’ radius of the Sports Park
ATTACHMENT(S):
Attachment 1 – Proposed Professional Services Agreement
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CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of __________________ , 2021 by and
between the City of San Juan Capistrano, a municipal corporation organized and operating under
the laws of the State of California with its principal place of business at 32400 Paseo Adelanto,
San Juan Capistrano, CA 92675 (“City”), and Guadagno & Sons AKA G&S Shows, a Sole
Proprietorship with its principal place of business at 12842 Valley View Street, Ste. 103, Garden
Grove, CA 92845 (hereinafter referred to as “Contractor”). City and Contractor are sometimes
individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A.City is a public agency of the State of California and is in need of professional
services for the following project:
Fourth of July Carnival at the San Juan Capistrano Sports Park (hereinafter
referred to as “The Project”).
B.Contractor is duly licensed and has the necessary qualifications to provide such
services.
C.The Parties desire by this Agreement to establish the terms for City to retain
Contractor to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.Services.
Contractor shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit “A.”
2.Compensation.
a.Contractor is providing the tasks and services set forth in Exhibit
”A” at no cost to the City. All costs for tasks and services provided under this Agreement shall
be the responsibility of the Contractor. The City shall not be obligated to pay Contractor or
reimburse Contractor for any costs.
b.The Contractor and the City will divide the total cash and credit card sales
revenues from the rides at the event (“Ride Gross”) as follows: the Contractor shall pay
the City 20% of the first $30,000.00 Ride Gross and 25% of the ride gross thereafter.
b.The Contractor shall pay the City $1,200 from the Concession Trailer for
each Fourth of July Carnival.
c.Contractor shall remit full payment to the City by 4 pm on Monday, July 5,
2021, Tuesday, July 5, 2022 and Wednesday, July 5, 2023 at the Community Center.
ATTACHMENT 1
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Payment shall be made in the form of a check and include copies of all receipts and or
financial reports for each day of the event.
3. Additional Work.
If changes in the work seem merited by Contractor or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Cont ractor with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Contractor and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term.
The term shall be a multi-year agreement from year July 1, 2021 to July 8, 2023.
1. Contractor shall perform its services in a prompt and timely manner and shall commence
performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).
Contractor will provide a carnival at the San Juan Capistrano Sports Park, 25925 Camino
Del Avion, San Juan Capistrano CA 92675 on the dates as follows:
a. For 2021, on and between dates of
i. Friday, July 2, 2021 from 4:00 p.m. to 12:00 p.m.,
ii. Saturday, July 3, 2021 from 12:00 p.m. to 10:00 p.m. and
iii. Sunday, July 4, 2021 from 12:00 p.m. to 10:30 p.m.
b. For 2022, on and between the dates of
i. Friday, July 1, 2022 from 4:00 p.m. to 10:00 p.m.,
ii. Saturday, July 2, 2022 from 12:00 p.m. to 10:00 p.m.,
iii. Sunday, July 3, 2022 from 12:00 p.m. to 10:00 p.m. and
iv. Monday July 4, 2022 from 12:00 p.m. to 10:30 p.m.
c. For 2023, on and between the dates of
i. Saturday, July 1, 2023 from 12:00 p.m. to 10:00 p.m.,
ii. Sunday, July 2, 2023 from 12:00 p.m. to 10:00 p.m.,
iii. Monday, July 3, 2023 from 4:00 -10:00 p.m. and
iv. Tuesday, July 4, 2023 from 12:00 p.m. to 10:30 p.m.
2. Contractor shall remove all equipment and shall complete the services required under this
agreement by Thursday, July 8, 2021 at 7:00 p.m., Friday, July 8, 2022 at 7:00 p.m. and
Friday, July 7, 2023 at 7:00 p.m.
6. Delays in Performance.
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a. Neither City nor Contractor shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non -
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics, war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement
7. Compliance with Law.
a. Contractor shall comply with all applicable laws, ordinances, codes and regulations
of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Contractor shall assist the City, as requested, in obtaining and
maintaining all permits required of Contactor by federal, state and local regulatory agencies.
c. If applicable, Contractor is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Contractor’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Sub consultant
Contractor shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Contractor from employing independent associates, and sub consultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Consultant
Contractor is retained as an independent contractor and is not an employee of City. No
employee or agent of Contractor shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Contractor shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
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addition, Consultant shall not allow any subcontractor to commence work on any subcontract until
it has secured all insurance required under this section.
a. Commercial General Liability
(i) The Contractor shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4 ) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
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(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Contractor certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Contractor has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Contractor shall maintain full compensation insurance for all persons employed directly by him/her
to carry out the work contemplated under this Agreement, all in accordance with the “Workers’
Compensation and Insurance Act,” Division IV of the Labor Code of the State of Calif ornia and
any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein.
Contractor shall require all sub consultants to obtain and maintain, for the period required by this
Agreement, workers’ compensation coverage of the same type and limits as specified in this
section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Contractor shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Contractor. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $5,000,000 per occurrence/ $5,000,000 aggregate
for bodily injury, personal injury, and property
damage
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Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Contractor shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insured’s, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Contractor shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Contractor
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Contractor shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Contractor’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insured’s shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Contractor shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Contractor
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
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(iv) All required insurance coverage’s, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Cont ractor or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subcontractor.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Contractor from liability in
excess of such coverage, nor shall it limit the Contractor’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Contractor, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Contractor pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Contractor to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subcontractor Insurance Requirements. Contractor shall not allow any
subcontractors or subcontractors to commence work on any subcontract until they have provided
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evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subcontractors shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subcontractors.
12. Indemnification.
a. To the fullest extent permitted by law, Contractor shall defend (with counsel
reasonably approved by the City), indemnify and hold the City, its officials, officers, employees,
agents and volunteers free and harmless from any and all claims, demands, causes of action,
suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements,
loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful
death, (collectively, “Claims’) in any manner arising out of, pertaining to, or incident to any alleged
acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees,
subcontractors, Contractors or agents in connection with the performance of the Contractor’s
services, the Project or this Agreement, including without limitation the payment of all
consequential damages, expert witness fees and attorneys’ fees and other related costs and
expenses. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness,
or willful misconduct of the Contractor. Contractor's obligation to indemnify shall not be restricted
to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or
volunteers.
b. Additional Indemnity Obligations. Contractor shall defend, with counsel of
City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by
this section that may be brought or instituted against the City, its officials, officers, employees,
agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may
be rendered against the City, its officials, officers, employees, agents or volunteers as part of any
such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of
any settlement paid by the City, its officials, officers, employees, agents or volunteers as part of
any such claim, suit, action or other proceeding. Such reimbursement shall include payment for
the City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse the
City, its officials, officers, employees, agents and volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its officials, officers, employees, agents and volunteers.
13. California Labor Code Requirements.
a. Contractor is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects. If the
services are being performed as part of an applicable “public works” or “maintenance” project, as
defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor
agrees to fully comply with such Prevailing Wage Laws, if applicable. Contractor shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and harmless
from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure
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to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all
subcontractors to comply with all California Labor Code provisions, which include but are not
limited to prevailing wages, employment of apprentices, hours of labor and debarment of
contractors and subcontractors.
b. If the Services are being performed as part of an applicable “public works”
or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Contractor and all subcontractors performing such Services must be registered with the
Department of Industrial Relations. Contractor shall maintain registration for the duration of the
Project and require the same of any subcontractors, as applicable. This Project may also be
subject to compliance monitoring and enforcement by the Department of I ndustrial Relations. It
shall be Contractor’s sole responsibility to comply with all applicable registration and labor
compliance requirements.
14. Verification of Employment Eligibility.
By executing this Agreement, Contractor verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subcontractors and sub-subcontractors to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Orange, State of California.
16 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Contractor. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Contractor the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Contractor of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Contractor shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Contractor may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Contractor.
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17 Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
Contractor shall assign Anthony Guadagno as Project Manager. The Project Manager
shall not be removed from the Project or reassigned without the prior written consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Heidi Ivanoff
CONTRACTOR:
Guadagno & Sons Amusements, AKA (G&S) Shows
12842 Valley View Street, Ste. 103
Garden Grove, CA 92845
Attn: Anthony Guadagno
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Contractor.
23. Equal Opportunity Employment.
Contractor represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Contractor as to those matters contained herein, and supersedes and cancels any prior or
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contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person s which are not
incorporated herein, and that any other agreements shall be void. This Agreement may not be
modified or altered except in writing signed by both Parties hereto. This is an integrated
Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Contractor shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Contractors
City reserves its right to employ other Contractors, including engineers, in connection with
this Project or other projects.
30. Prohibited Interests
Contractor maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Contractor, to solicit or secure this
Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Contractor, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or r esulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
13
SCOPE OF SERVICES
CITY OF SAN JUAN CAPISTRANO
25925 Camino Del Avion, San Juan Capistrano (949) 493-5911
Guadagno & Sons (G&S Shows)
Guadagno & Sons (Contractor) agrees to provide the following list of services for the City’s Fourth
of July Carnival at the San Juan Capistrano Sports Park located at 25925 Camino Del Avion, San
Juan Capistrano.
1. Contractor shall return all necessary, contracts, W-9 form, Proof of Workman’s
Compensation, Certificate of Liability Insurance, and current San Juan Capistrano
Business License to the City prior to July 1 of the year of the event.
2. Contractor shall provide a full-scale carnival on all dates outlined in the professional
services agreement.
3. Contractor shall at Contractor’s sole cost provide 100 posters describing the event. City
staff will distribute and/or post at local businesses.
4. Contractor shall be solely responsible and at Contractor’s sole cost provide a crew to clean
the grounds during each evening of the event and at the close of the event.
5. Contractor shall provide all ticket booth staff, uniformed ride operators and monitors.
6. Contractor shall provide and operate credit card terminals.
7. Contractor shall provide and secure ATM units on site.
8. Contractor shall provide overnight, on-site security during set-up, event operation and
tear-down.
9. Contractor shall deliver, park and secure equipment and rides in designated Sports Park
parking lots prior to staging of equipment and rides.
10. Contractor will work the Community Services Department to schedule delivery, set-up and
removal of all carnival rides and equipment.
11. Contractor and all staff employed by Contractors are prohibited from using drugs or
alcohol before, during or at the conclusion of the event while on the property.
12. Contractor shall provide current documentation that all staff employed by Contractor have
completed and passed a background check with the Department of Justice (DOJ), and a
photograph of each ride operator will be provided to local law enforcement.
13. Contractor shall provide documentation of the company’s current loss or claim.
I have read the above listed conditions and hereby agree and certify that I shall abide by
the City’s conditions for the Fourth of July Carnival listed above. Failure to comply with
this scope of work will result in immediate termination due to breach of contract.
Signed: _____________________________________ Date: ____________________